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Raj Rayon Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1214.48 Cr. P/BV 12.46 Book Value (Rs.) 1.75
52 Week High/Low (Rs.) 32/18 FV/ML 1/1 P/E(X) 87.99
Bookclosure 20/09/2017 EPS (Rs.) 0.25 Div Yield (%) 0.00
Year End :2025-03 

Your directors have pleasure in presenting 32nd Annual Report of the Company together with the Audited
Financial Statements of the Company for the year ended
31st March 2025.

1. FINANCIAL RESULTS

Particular

For the financial year
2024-25

(Amount in Rs. Lakhs.)

For the financial year
2023-24
(Amount in Rs. Lakhs.)

Revenue from Operations

84,937.94

74,516.82

Other Income

475.18

512.82

Total Income

85,413.12

75,029.64

Less: Cost of materials consumed

68,260.83

60,735.88

Less: Changes in inventories of finished goods

986.19

(813.17)

Less: Depreciation & Amortization Expenses

1,244.01

1,134.71

Less: Employee Benefits Expenses

1,199.55

1,145.78

Less: Finance Cost

1,358.02

1,119.58

Less: Other Expenses

11,538.17

10,713.88

Total Expenses

84,586.77

74,036.66

Profit/ (Loss) before exceptional items and tax

826.35

992.98

Less: Exceptional Items

-

-

Profit/ (Loss) before tax

826.35

992.99

Tax Expenses

Tax adjustment for earlier years/ Deferred Tax

554.26

(588.68)

Profit/(Loss) after Tax

1,380.61

404.30

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has earned total revenue of Rs. 85,413.12 /- Lakhs
as compared to the previous years’ revenue of Rs
. 75,029.64/- Lakhs. The Company has earned a net
profit of Rs.
1,380.61 /- Lakhs after considering exceptional items as compared to the previous years’ net
profit of Rs. 404.30/- Lakhs. Your directors are continuously looking for avenues for future growth of the
company.

DIVIDEND:

In order to conserve the resources and in absence of adequate amount of profits for the year ended 31st
March, 2025 and past accumulated losses, your directors do not recommend payment of any dividend
for the year ended 31st March, 2025.

SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was no change in the paid up share capital of the Company
after the implementation of the Resolution Plan submitted by SVG FASHIONS PRIVATE LIMITED approved
by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) vide its Order dated 05th
October, 2021, received on 7th October 2021 (“said Order”).

As on 31st March, 2025, the paid up share capital of the Company was Rs. 80,60,82,495/- divided into
556,082,495 equity shares of Re. 1/- each and 2,500,000 Compulsory Convertible Preference Shares
(CCPS) Class- B of Rs. 100/- each.

CHANGES IN PAST FINANCIAL YEARs

Based on market capitalization list issued by NSE India Limited for 31st March, 2023 the Company was
categorised under
“TOP 1000 Companies” basis that as per LODR, the company was required to comply
with the additional compliance Which is applicable w.e.f. 1st April, 2023, status of those compliances are
as follows:

SR. NO.

COMPLIANCE

STATUS OF COMPLIANCE

1

Risk Management Committee

The Company has formed Risk management
Committee in Board Meeting held on 27th May, 2023

2

Woman Independent Director

Appointed Ms. Supriya Mahesh Pujari (DIN.
07661070) as Woman Independent Additional
Director on the Board of the Company w.e.f. 27th May,
2023 on recommendation of Nomination and
Remuneration Committee of the Company for a first
term of five consecutive years.

The Company has taken the approval of the members
by passing special resolution through postal ballot on
14th July, 2023 in compliance with provisions of the
Companies Act, 2013 read with the SEBI (LODR),
Regulations, 2015.

3

To undertake Directors and Officers
insurance (‘D and O insurance’) for
all their independent directors of the
Company.

The Company is in process of taking insurance for all
their independent directors of the Company.

4

To adopt policies:

a) Dividend Distribution Policy (DDP)

b) Risk management policy

The Board members have adopted both policies as on
date of this report in their meeting held 27th May,
2023.

Link

DDP: https://www.rairayon.com/Pdf/

Dividend-Distribution-Policy.pdf

5

Report of Business Responsibility
and Sustainability reporting with
Annual Report.

The Company has prepared the report and attached as
part of Annual Report.

Further, the company is now categorised under “TOP 2000 companies” since last two financial years
ended i.e. as on 31st March, 2024 and 31st March, 2025, however, based on the Regulation. 3 (2) of
SEBI LODR, the aforesaid compliances, shall be continue(s) and remain applicable to the company for
consecutive period three years, hence the company has adapted these compliances in line to
compliance under the said regulation.

DEPOSITS:

During the financial year under consideration, your Company has not accepted any public deposits within
the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

INTERNAL CONTROL SYSTEM AND ADEQUACY:

The Board has adopted the policies and procedures for ensuring orderly and efficient conduct of its
business, including adherence to the Company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and timely
preparation of financial disclosures.

The Company’s Internal Audit department evaluates the efficiency and adequacy of internal control
system and gives its report and recommendations to the Chairman of Audit Committee and based on
Internal Audit Report the corrective actions are taken.

THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this report, the Board at present consists of 6 Directors. The Board of Directors is duly
constituted. The details of present directors appointed is as below:

Name of Director

Designation

Date of Appointment

Rajkumar Satyanarayan Agarwal

Managing Director

19/10/2021

Sapna Rajkumar Agarwal

Non- Independent Director-Non
executive

19/10/2021

Sandiip Satyanarayan Agarwwal

Whole Time Director/Executive
and CFO

CFO on 19/10/2021 and
WTD w.e.f.07/02/2022

Vinodkumar Bajranglal Dalmia

Independent Director

19/10/2021

Kailashnath Jeevan Koppikar

Independent Director

07/02/2022

Supriya Mahesh Pujari

Woman/ Independent Director

27/05/2023

During the financial year, Five Board Meetings held. The dates of Board Meetings along with attendance
of each Director are given below:

Sr.

No

Date of Board
Meeting

Name of Board members and KMP and Attendance details

Rajkumar
Satyanaray
an Agarwal

Sapna

Rajkumar

Agarwal

Sandiip

Satyanarayan

Agarwwal

Vinod kumar
Bajranglal Dalmia

Kailashnath
Jeevan Koppikar

Supriya Mahesh
Pujari

1.

28/05/2024

Present

Present

Present

Present

Present

Present

2.

13/08/2024

Present

Present

Present

Present

Present

Present

3.

14/11/2024

Present

Present

Present

Present

Present

Present

4.

11/02/2025

Present

Present

Present

Present

Present

Present

5.

18/03/2025

Present

Present

Present

Present

Present

Present

Details of all the Committee along with their composition and meetings held during the year under review
are given in the Corporate Governance Report. The intervening gap between the companies was within
the period prescribed under the Companies Act, 2013 read with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid
down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Separate meetings of Independent Directors, pursuant
to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on
29th February, 2024.

COMMITTEES OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Company has constituted three committees of the
Board, namely:

1. Audit Committee

2. Stakeholders Relationship Committee, and

3. Nomination and Remuneration Committee

4. Risk Management Committee

5. Management Committee

Details of all the Committees along with their charters, composition and meetings held during the
financial year under review are provided in the Report on Corporate Governance, forming part of this
Annual Report.

RISK MANAGEMENT AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend
analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried
out from time to time to identify, evaluate, manage and monitoring of both business and non-business
risks. The Board is in process of adopting a practice for periodically reviews the risks and suggests steps
to be taken to control and mitigate the same through a properly defined framework.

Risk Management Committee comprised of Mr. Sandiip Satyanarayan Agarwwal, WTD and CFO,
Mr. Vinodkumar Bajranglal Dalmia and Mr. Kailashnath Jeevan Koppikar, Independent Directors as its
members. Mr. Sandiip Satyanarayan Agarwwal is Chairman of Risk Management Committee of the
Committee. The Committee assists the Board of Directors in fulfilling its oversight responsibilities with
regard to enterprise risk management. The Committee reviews the risk management practices and
actions deployed by the Management with respect to identification, impact assessment, monitoring,
mitigation and reporting of key risks while at the same time trying to achieve its business objectives.

This Committee’s responsibilities include, achieving the objective of developing a risk mitigated culture
that supports decision making and helps improving the Company’s performance as stated in the Risk
Management Policy of the Company. The role and terms of reference of the Risk Management Committee
are in conformity with the requirements of the Act and Regulation 21 of the SEBI Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
Companies (Management and Administration) Rules, 2014 and Articles of Association of the
Company, Mrs. Sapna Rajkumar Agarwal (DIN: 00437469), Woman Director of the Company
retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself
for re-appointment and your Board recommends her reappointment.

b. Appointment of Directors and KMP: There was no appointment/change of KMP during the year
under review.

c. Cession: There was no cessation of Director/KMP during the year under review.

Brief resume of the director proposed to be appointed / re-appointed or to whose remuneration is to be
approved as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard - 2 on General Meetings is given in the Notice convening the
32nd Annual General Meeting of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the profit and loss of the company for that
period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 and all other applicable provisions, if any of the Companies
Act, 2013, and the rules framed thereunder, as amended from time to time, the Board members on
recommendation of Audit Committee, re-appointed of M/s. Bagaria & Co. LLP Chartered Accountants
(Firm Registration No - 113447W/W-100019) as Statutory Auditors of the Company (for a remaining
period of his first term of five years) in their meeting held on 27th May, 2023 till the FY 2026-27 i.e. for
period of four years of their first term of appointment. The members of the company have approved the
appointment of M/s. Bagaria & Co. LLP Chartered Accountants at their 30th Annual General Meeting held
on 30th September, 2023.

M/s. Bagaria & Co. LLP Chartered Accountants have furnished a certificate of their eligibility under
Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014, confirming that they are
eligible for continuance as Statutory Auditors of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call
for any further comments.

AUDITORS REPORT:

The Statutory Auditors of the Company has issued the Auditors Report for the Financial Year ended on
March 31, 2025 with modified opinion stating that they cannot audit and comment on the impact, if any,
on the financial statement arising out of subsequent availability of any pending bank statements of
inoperative bank accounts which are continuing in the name of the Company from prior to the Corporate
Insolvency Resolution Process when the current management was not in charge of the affairs of the
Company was not available for verification for which management stated that the company is in process
to obtain details in the matter.

The Auditors’ Report does not contain any other qualification, reservation or adverse remark except as
detailed herein above.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the
Companies Act, 2013.

SECRETARIAL AUDIT:

The provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Riddhi Shah a
Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year
2024-25. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure -A.

With respect to observations made by the Secretarial Auditors in their report, we would like to state as
follows:

Sr.

No.

Observations

Explanation ot board ot uirectors

1.

There was continuous Non- compliance under
Reg.38 of SEBI (LODR), Regulations, 2015 with the
requirements pertaining to the Minimum Public
Shareholding (MPS) requirements from the June
2023 quarter till the date of this report.

The Company has paid fines levied under Standard
Operating Procedure (SOP) for suspension and
revocation of trading of specified securities of listed
entities with both exchanges BSE and NSE for the
June quarter, 2024 (days) wise.

The Company has yet not paid fines levied under
Standard Operating Procedure (SOP) by both
exchanges BSE of and NSE for the September, 2024,
December, 2024 quarter(s) (days) wise of Rs.
10,85,600/- each exchange/each quarter wise. And
for March, 2025 quarter Rs.10,62,000/- for each
exchange.

Further, BSE Ltd. and National Stock Exchange of
India Limited on account of Non- compliance under
Reg.38 of SEBI (LODR), Regulations, 2015 read
with Rule 19(2)(b) and 19(A) of the Securities
Contract (Regulation) Rule, 1957 have freeze the
entire demat account(s) of promoter(s)/promoter
group(s) till the non-compliances continues.

The Company was under IBC having taken
action for OFS in the last financial year to
achieve MPS, however, the company could
not achieve the MPS on time.

The Company is proposing to plan different
ways to achieve the MPS.

Your Company always endeavour to comply with all the applicable rules and regulations.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation
of its own performance, the directors individually as well as evaluation of working of committees of Board
of Directors.

Executive Directors were evaluated on the basis of targets / criteria given to them by the board from time
to time as well as per their terms of appointment. Independent Directors, being evaluated by entire board
except of Director being evaluated, on meeting their obligations connected with their independence
criteria as well as adherence with the requirements of professional conduct, roles, functions and duties
specifically applicable to Independent Directors as contained in Schedule IV of the Companies Act, 2013.
Chairman and other Non-Independent Directors were being evaluated by Independent Directors, who also

reviewed the performance of secretarial department. Performance evaluation of the Committees and that
of its members in effectively discharging their duties, were also being carried out by board.

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is
satisfactory. The review of performance was based on criteria of performance, knowledge, analysis,
quality of decision making etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR):

Management Discussion and Analysis Report (MDAR) for the year under review, which also deals with the
opportunities, challenges and the future outlook for the Company, as stipulated under Regulation 34 of
the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Agreement with the Stock
Exchange of India, is presented in a separate section forming part of the Annual Report.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company does not have any subsidiary, joint venture or associate Company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to
the Corporate Governance requirements as stipulated by SEBI. The report on Corporate Governance as
prescribed in Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate
from the Auditors of the Company confirming compliance with the conditions of Corporate Governance
along with a declaration signed by the Chairman and Managing Director stating that Members of the
Board and Senior Management Personnel have affirmed the compliance vide Code of Conduct of the
Board and Senior Management is attached to the report on Corporate Governance.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the
Company, together with a certificate from the Company’s Auditors confirming compliance forms an
integral part of this Report.

COST AUDITOR:

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014, the Board of Directors of the Company on recommendation of Audit committee of
the Company has re-appointed M/s. C SAHOO & CO., Proprietor Mr. Chandra Mani Sahoo Mem. No.:
18011 Practicing Cost Accountant Firm Registration No. (100665) as the Cost Auditor to conduct the
Cost Audit for the financial year 2025-26 at a remuneration of Rs. 1,00,000/- (Rupees One Lakh Only)
plus out of cost expenses and tax as applicable. A resolution seeking approval of the members for
ratifying the remuneration payable to the Cost Auditor for financial year 2025-26 is provided in the
Notice of the ensuing 32nd Annual General Meeting.

COST RECORDS:

The Company maintained the cost accounts and records; the Cost Audit report was filed with authority for
the FY 23-24 during the financial year under review.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts)
Rules, 2014, the Board on recommendation of the Audit Committee the Company has appointed M/s
N.R Tibrewala & Co. LLP, Chartered Accountants Firm Registration No. (W100608) as the Internal Auditor
of the Company from the financial year 2021-2022 until such time the Audit Committee/Board otherwise
decide to revoke their appointment. Internal Auditor submits their reports to the Audit Committee on
quarterly basis.

Based on the report of internal auditor, management undertakes corrective action in their respective
areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon
are presented to the Audit Committee.

EXTRACT OF THE ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the copy of
Annual Return as on 31st March, 2025 will be placed on the website of the Company and can be
accessed on company’s web site at
www.rairavon.com

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:

A) Conservation of energy:

• We have Installed Air Preheater in the Exhaust of the Heaters which Reduces the Power Load to
Heat the Air for Combustion of the Fuel in the Heaters & reduce the Flue Gas Temperature too.

• We Have Installed Air Coolers for the Condensation of the Vapours of the Process Column which
Ultimately reduces the Water Purification Cum Power cost to Treat it from Bore well to the
Condition where it can be Made Useable for the Process, also the Natural Cooling Reduces the
Power Load of the Fans too of the Cooling Towers .

• We have been using the IE3 Motors for More Energy Savings.

• We have Designed the Continuous Polymerisation Plant Building is Such a way that the required
Ventilation of Air is achieved without use of Exhaust Fans to remove the heat of the Building. This
results in reduced capes and regular energy costs.

• All the old Electrical panels, Cables, transformers have been replaced by new latest technology
equipment which will be more efficient and reduce monthly energy bills.

• New Variable frequency drives have been installed to ensure high efficiency and optimum use of
energy.

• All new lights that are being installed are low power consuming LED type fittings.

• Elimination of Tedious process for movement of main raw materials;

The main raw material for the plant will be PTA which was previously coming in bags due to various
reasons. We will bring PTA in tankers to our plant which will save the cost of transportation, cost of bags,
handling costs and also electrical energy consumed during transportation to the height via electrical
hoists. This will also save costs incurred due to pilferage during transportation of bags.

It was observed during regular cost audit exercise, that due to the temperature difference during day &
night, It is possible to stop 50% electrical fans of all coolers in the night. This translates in considerable
energy saving during the night.

Similarly regular energy savings are achieved by optimizing the plant process parameters & process
activity due to reduced loads on all the cooling towers & chillers.

The company has also increased the use of electricity free turbo vent in place of electrical operated
exhaust fan resulting in 100% savings.

B) Technology absorption

The company has purchased new H.T. Power capacitor banks which will increase the power factor to
nearly 1 and reduce energy costs.

Melt Transfer Line:

We have already installed a direct melt transfer line to the POY plant which will bypass the process of
making chips and save the energy consumed for cooling the polymer and cutting into chips, packing and
transporting to POY area and re-heating and extruding at the PoY stage. This will be in addition to the
assured uninterrupted supply to the POY lines for better production efficiency.

Installing new POY plant

We are in the process of installing new POY production lines with better quality, higher efficiency and
lower energy consumption and material wastage.

(C) Foreign exchange earnings and Outgo:

The details of net Gain on foreign currency transactions given in notes on Financial Statements for the
year ended 31st March, 2025.

Foreign exchange Outgo during the year under review is as follows:

Particulars

Financial Year
01.04.24 to 31.03.25

Financial Year
01.04.23 to 31.03.24

INR in Lakhs

INR in Lakhs

Import of Goods Calculated on CIF Basis:

12081.45

12,929.60

(i) Raw Material

5833.60

8,204.25

(ii) Component and Spare Parts

-

-

(iii) Capital Goods

6247.85

4,725.35

Total Expenditure in Foreign Exchange

12081.45

12,929.60

Total Foreign Exchange income

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Provisions with respect to Corporate Social Responsibility (CSR) as per provisions of Section 135 of
Companies Act, 2013 read with rules framed thereunder was not applicable to the Company in the
financial year under review.

However, your Company is enthusiastic to serve the society at large, which it will do in the coming years.

Further in the FY 2024-25 company has earned a profit after tax Rs. 1380.61 lakhs which fall under the
ambit of Section 135 of the Companies Act, 2013, and Board will be doing the requisite provisions and
spent the CSR amount in FY 2025-26.

LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited & NSE Limited. Shareholders are
requested to convert their holdings to dematerialized form to derive its benefits by availing the demat
facility provided by NSDL and CDSL.

The Company has received necessary declarations from each Independent Director under Section 149(7)
of the Companies Act, 2013, that he/she meets the criteria for Independence as laid down in Section
149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2016.

COMPANY’S POLICY ON NOMINATION, APPOINTMENT, REMUNERATION AND EVALUATION:

The Current policy is to have an appropriate proportion of executive and independent directors to
maintain the independence of the Board, and separate its functions of governance and management. On
March 31, 2025, the Board consists of six board members including CFO and three are independent
directors. The Company has framed and adopted a Nomination and Remuneration Policy for
appointment, remuneration and evaluation of Directors from time to time and is available on the website
of the Company
https://www.rairavon.com/Pdf/Nomination%20and%20remuneration%20policv.pdf

VIGIL MECHANISM:

Pursuant to the requirement of the Companies Act 2013 and provisions of Listing Regulations applicable
to the Company, your Company has adopted Vigil mechanism (Whistle Blower Policy) for complying with
the Company's Code of Conduct and Ethics, and particularly to assuring that business is conducted with
integrity and that the Company's financial information is accurate. The reportable matters may be
disclosed by the employees to the Management / Managing Director / Chairman of the Audit Committee.
No complaint was received during the Financial Year 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

All the related party transactions which were entered by the Company during the financial year were done
on arm’s length basis and were in the ordinary course of business of the Company. Also there are no
materially significant related party transactions made by the company with Directors, Key Managerial
Personnel, Promoter or any other designated persons which may conflict with the interest of the Company
at large.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated the Related Party Transaction Policy, and
said policy has been reviewed by the Board of Directors as per the statutory requirement from time to
time. The policy has been uploaded on the Company's website at:
https://www.rairayon.com/Pdf/Policy%20 Related%20party%20transcation.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Board of directors have agreed to forego any remuneration since the plan is still under
implementation. Pursuant to that disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are not provided in the Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names
and other particulars of the employees drawing remuneration in excess of the limits set out in the said
rules are required to be provided in the Annual Report. However there were no employees who were in
receipt of remuneration for which details need to be disclosed.

UNCLAIMED DIVIDEND:

Your Company would like to bring to the notice of the shareholders that the unpaid dividend which needs
to be transferred to Investor Education & Protection Fund as per Section 125 of the Companies Act, 2013
was not done as there was no records available relating to the shareholders whose dividend are unpaid
and hence the balance is lying in the Banks’ unpaid dividend Account. As the unpaid dividend was per IBC
take over by the new management the data was not handed over and the Bank account details are not
available.

However post new management took over the company, they have not declared any dividend.
AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, during the financial year, no agreement has been entered or executed by the shareholders,
promoters, promoter group entities, related parties, directors, key managerial personnel and employees
of the Company or with the Company or with a third party, solely or jointly, which, either directly or
indirectly or potentially or whose purpose and effect is to, impact the management or control of the
Company or impose any restriction or create any liability upon the Company.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) The Company has not issued any bonus shares, sweat equity shares, shares with differential
voting rights and equity shares on rights basis during the year under review.

b) The Company does not accept any deposit from its public.

c) It is not proposed to transfer any amount to reserves.

d) There was no change in the nature of business during the year under review.

e) The provisions regarding receipt of remuneration or commission from holding or subsidiary of
the Company are not applicable and hence, the disclosure under Section 197 (14) is not
required.

f) The Company has not received any complaints under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has Internal
Complaints Committee as per statutory requirement.

g) The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act
and the Rules made thereunder.

h) The Company has not issued any warrants, debentures, bonds or any non-convertible
securities during the year under review.

i) The financial statements of the Company were not revised.

j) The Company has not failed to implement any corporate action.

k) The Company has complied with the Secretarial Standards issued by The Institute of Company
Secretaries of India on Meetings of the Board of Directors and General Meetings.

l) As there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Companies Act, 2013, no Voting rights were directly
exercised by the employees of the Company.

m) Except the implementation of the CIRP Process as per the Approved Resolution Plan has been
implemented and completed during the financial year 2022-23

a. There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.

b. There are no significant material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the Financial Year of
the Company to which the financial statements relate and the date of this Annual Report.

c. There is no application made / proceeding pending under the Insolvency and Bankruptcy
Code, 2016.

d. There was no instance of one-time settlement with any Bank or Financial Institution.

e. The Company was not required to carry out valuation of its assets.

f. Pursuant to Rule 19(2)(b) and 19(A) of the Securities Contract (Regulation) Rule, 1957
and Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI circular no. SEBI/HO/CFD/PoD2/P/CIR/2023/18
dated February 03, 2023, the Company needs to increase its MPS to 10% within a
maximum period of twelve months from the date of such fall due to allotment of
securities to Promoter/Promoter Group i.e. from 10th June, 2022, however, the Company
could not achieve the Minimum 10% of public shareholding on or before 10th June, 2023
as per statutory requirement till the date of this report.

ACKNOWLEDGEMENTS:

Your Directors’ would like to express their grateful appreciation for assistance and co-operation received
from the Banks, Government Authorities, Customers, Vendors and Members during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the committed services of
the Executives, Staff members and Workers of the Company.

For and on behalf of the Board of the Directors

RAJKUMAR SATYANARAYAN AGARWAL SANDIIP SATYANARAYAN AGARWWAL

Managing Director Whole Time Director and CFO

00395370 00395348

Place: Silvassa
Date: 29/05/2025


 
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